STANDARD CONDITIONS FOR THE SUPPLY OF EQUIPMENT AND SERVICES

1. Preliminary

Cloud 9 Education LTD contracts for the supply of equipment and services by it subject to the terms and conditions set out below and these terms and conditions shall govern all supplies of equipment and services by Cloud 9 to the customer. No additions or modifications shall form part of the contract unless expressly accepted by Cloud 9 in writing. These terms and conditions shall override communications of/with the customer prior to concluding the contract with Cloud 9.

2. Time

Any period or times stated for delivery or for compliance with any other contractual obligations of Cloud 9 are estimates only and in any event Cloud 9accepts no responsibility for loss or damage resulting from delay or failure to notify the customer of any such delay.

3. Prices

3.1 Unless otherwise stated, prices shall be exclusive of value added tax, which shall be payable by the customer in the manner and at the rate from time to time prescribed by law. 3.2 Unless otherwise specified prices are based upon written quotations and are valid for a period of 14 days from date of issue. 3.3 Changes in specification or additional work or revised instructions relating to any aspect of the contract will entitle Cloud 9 to vary any estimate of price and/or time for completion of contract.

4. Despatch and Delivery

4.1 Where despatch is delayed through the customers unwillingness or inability to arrange carriage or to make any payment due prior to despatch Cloud 9 may effect delivery of the equipment by giving written notice that it is ready for despatch. 4.2 If the equipment is stored by Cloud 9 at the customers request or after notice has been given that the equipment is ready for despatch, the customer shall reimburse Cloud 9 for all costs and expenses of storage (including any necessary transit costs and insurance).

5. Shipment

5.1 The customer shall be responsible for inspecting the equipment on arrival and shall notify Cloud 9 immediately if there is any damage, discrepancy or shortage and within 7 days after receipt of notice of despatch in the event of non arrival. 5.2 The customer specifically authorises Cloud 9 to make any such contract of carriage and/or insurance on behalf of the customer as Cloud 9 in its absolute discretion considers necessary and Cloud 9 will be under no obligation to notify the customer thereof. The customer shall be responsible for complying with all conditions and requirements of carriers.

6. Property Risk and Insurance

6.1 Title to the equipment shall not pass to the customer until the date that the purchase price and value added tax thereon have been paid in full to Cloud 9 (the payment date). 6.2 Until the payment date the customer shall not be entitled to sell, transfer, charge, assign by way of security or otherwise deal in or encumber the equipment and the relationship between Cloud 9 and the customer in respect of the equipment including any proceeds of sale or other consideration therefore shall be a fiduciary one. 6.3 If the customer fails to effect payment in full of all sums due hereunder by the payment date then Cloud 9 (without prejudice to any other legal remedies it may have) shall at any time thereafter be entitled to enter upon the customer premises (without notice to the customer) and remove the equipment. 6.4 The risk in the equipment shall pass to the customer on it leaving Cloud 9’s premises. Thereafter the customer shall be responsible for the satisfactory care and protection of the equipment and shall take out at its’ own expense adequate and comprehensive all risks cover on the equipment for its full replacement value (with note of Cloud 9’s interest as loss payee endorsed thereon) until Cloud 9 has received payment of the price in full, including all value added tax thereon.

7. Payment

7.1 Unless otherwise agreed in writing the invoice is due for payment on receipt. 7.2 Without prejudice to any other right of Cloud 9, all amounts unpaid for more than 28 days from the date of invoice shall carry interest at 8% above the late payment reference rate current at the invoice date from the 29th day outstanding until payment of the amount or amounts outstanding, in accordance with the governments late payment legislation. 7.3 Cloud 9 reserves the right to charge compensation for late payment in accordance with the late payment legislation

8. Warranty & Liability

8.1 Subject to limitations upon its liability set out below Cloud 9 warrants to the customer that any equipment supplied will for a period of 12 months from the date of delivery be free from defects in/or arising from design, materials, workmanship, and delivery. 8.2 Cloud 9 shall as soon as is reasonably able investigate any alleged breach of warranty and in the case of a breach of warranty failing within clause 8.1 above shall remedy the same free of charge by: a) Carrying out such repairs, modifications or alterations to the equipment as it shall in its absolute discretion think fit and/or replacing the equipment or such component parts as it shall in its absolute discretion think fit; and/or b) Replacing the equipment or such component parts as it shall in its absolute discretion think fit. 8.3 Subject to the foregoing and with the exception of the condition and warranties implied by section 12 of the Sale of Goods act 1979 (as amended or replaced from time to time) all conditions, warranties, terms and undertakings express or implied statutory or otherwise in respect of the equipment as hereby excluded. 8.4 In the case of CCTV installations. Although the Installation is designed to the best of the Installer’s skill and knowledge to reduce the risks of loss or damage or to deter intruders the Installer does not represent or warrant that the installation may not be neutralised, circumvented or otherwise rendered ineffective by the Customer, Intruders or other unauthorised persons, and in such event it shall not be liable for direct or indirect loss or damage suffered by the Customer’s, Intruders or other unauthorised persons. 8.5 Cloud 9 shall not be liable for the following: a) Equipment failure, which results in the customer suffering financial loss. b) Loss or damage to the customer’s equipment by intruders or any other persons which would render the system inoperative.

9. Specification

9.1 Cloud 9 reserves the right on the sale of any equipment to make before delivery any alteration to or departure from the specification or design of the equipment provided that it shall not to a material extent adversely affect the performance of the equipment or the quality of the workmanship or the material used.

10. Force Majeure

Cloud 9 shall not be liable for breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an event of Force Majeure).

11. Cancellation

No contract or order may be cancelled without Cloud 9’s written consent. In the event that cancellation is agreed for whatever reason the customer shall indemnify Cloud 9 against all costs, claims, loss and expenses occasioned thereby including any consequential loss and loss of profits. 12. General The waiver by either party of a breach or default of any the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions not shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. 13. Law This agreement shall be subject to and construed in accordance with the laws of England in all respects as an English contract subject to the jurisdiction of English courts. The uniform laws of international sales shall apply